Carnage Rises
by Hikarusoney
Summary: Set two months after the end of season 2. It's a new semester, and Peter seems to have lost everyone except for Aunt May and Mary Jane. With the return of Venom and the appearance of Carnage, death and despair is sure to follow. Peter Revenge Story


"Eddie.. Stop.." Peter choked out, fighting at the monstrous black hands around his throat. He thought he had finally been free of Eddie when he shoved the gene cleanser down his throat at the school, yet here he was again, in the form of the villain Venom. Peter's entire body was sore, laying in the rubble of an abandoned building. He clutched at Venom's hands, trying to pry them from his neck, but no luck. Venom smashed the web-head's skull into the ground, forcing stars into his vision.

"No! We have been waiting TOO LONG for this! No more games, no more plans. Today we will crush Spider-man the best way we know how!" Peter coughed as Eddie's breath filled his nose, bile starting to slide up his throat. He fought it back down, taking in his surroundings. No environmental chance. There was no one around, not that that ever meant anything. He had to fight Venom straight up.

"Sorry, but I'd rather stay un-crushed!" Peter snapped both feet into Eddie's chest, knocking him up into the air for just a second. That was all it took. Venom's grip loosened for just a second, and Peter shot two hard hooks into the symbiote's jaw, knocking him onto the ground. He tried to leap away, but Venom grabbed his ankle with an iron hold, slamming him face first into the ground.

"Fine, you want to play? We'll play!" Peter was thrown like a rag doll, flying almost twenty feet through the air before hitting a nearby street. He groaned and pushed himself up to his hands and knees, but Venom was on him again, planting a heavy foot on his spine. Peter sucked in a sharp breath before spinning, firing a healthy dose of web fluid into Venom's eyes. As he stumbled backwards, Peter kicked him in the jaw as fast as he could, Venom's back meeting the ground again.

Peter managed to get away this time, landing on the closest roof top, trying to catch his breath. "Whole body.. Sore.. Broken.. But at least I'm alive.. For now, anyway. Gotta make sure Venom doe- and he's gone." Peter stood at the edge of the building, staring down at the street. The abandoned stretch of road was empty, the only signs of their fight being the broken building and a few dents in the tarmac.

Peter swung over to his camera's hiding spot, picking it off of the wall. A quick look through showed him some decent pictures, definitely something to give Pickle-puss for the Bugle.

On his way home, all he could think about was Venom's return. How was he back? How had he rebonded with the symbiote? The gene cleanser should have stopped that from ever happening again. Life was never that easy though, especially not for him.

When was life ever going to get easier? Hadn't he been through enough? His best friend's dad was dead because of him, and said best friend was also dating the girl of his dreams. The last two months had been non-stop fighting with super-powered freaks like him. And now Venom was back in town?

Maybe he should just give up. Let some other superhero handle all this. He couldn't keep up.

As much as he wanted to quit, he knew he couldn't. Quitting wouldn't be that simple. Everyone in the city would be in danger if he quit. As much of a pain in the butt it was, he had to keep on fighting. Keep on being Spider-man. No matter how much his life would suck because of it.

_That's great Pete. Go into the new semester with a crappy attitude. That won't show at all._He sighed to himself as he landed in his bedroom window, quickly undressing from his spidey outfit to a set of pajamas. Hopefully Aunt May wouldn't give him hell for being out so late.

Pete was out as soon as his head hit the pillow.

* * *

"Morning Tiger." Mary-Jane Watson smiled, dropping her books down next to his. Peter looked up in surprise, his shocked look quickly replacing itself with a smile of his own. One person that hadn't left his side during this entire ordeal? MJ. She had stayed his friend when Harry had shut him out, subsequently shutting Gwen out of his life as well. It had been a hard time for Peter, and Mary-Jane had taken it upon herself to keep the lonely geek from throwing himself off of a building.

"Hey, I didn't think you were taking this class."

"Well, I am. Why? I can't be pretty and smart?" She winked at him, earning a tiny blush from the nerd. She noticed it but didn't say anything about it, noticing something else on his face. A bruise under his eye. "You're hurt again? This Bugle job of yours better be worth it."

"It is, trust me. Without it, I couldn't pay for Aunt May's medical bills."

"You're still paying those off? Jeez, Pete. You're gonna work yourself to death." She frowned, waving her finger in front of his face like a scolding mother.

_You have no idea.._Peter thought to himself, forcing a smile. He was getting pretty good at it, if he had to be quite honest. He wasn't sure if he wanted to be good at lying to the people he cared about, but hey, it kept them all safe. That was the way he saw it anyway.

When class finally started, Peter spent a few minutes drawing designs on the sleeping MJ's face. His fingers brushed her red hair a few times, loosely letting the strands fall over them before returning to his artwork. He managed to copy all the notes as well, so the teacher didn't have much to complain about. Peter was a smart guy, but he was still a teenager. He wanted to have a bit of fun.

The rest of the school day went by pretty quickly, except for one awkward encounter between Harry and Peter in the hallway. The two both ignored each other, but Harry gave Peter a nice hard bump to the shoulder, sending a whole different wave of pain through Peter's body. Because of his selfishness, he had lost his best friend. It was a horrible, horrible thing to deal with, but there was no way of getting past it. He was stuck.

With a sigh, Peter was about to head home when he heard a scream. He knew exactly what to do. He raced behind the school and quickly changed into his Spider-man outfit, launching himself up to the roof.

"Come on Spidey-sense, do your thing.." Peter whispered, scanning the school grounds quickly. Everything seemed quiet until there was another scream, a blonde haired girl running as fast as she could along the football field. Behind her was a man wearing a red suit, tendrils lashing off of it in every direction, an inhuman screech filling the air. The creature looked sort of like.. Venom.

"Oh no.." Peter flung himself over to it, bringing a fist down hard onto its cheek. The creature was thrown into a nearby wall, razor sharp claws scratching at the ground as it let out another screech. Peter didn't even have to look to know the girl was Gwen, waving his hand towards her, "Get out of here!"

"Watch out!" She yelled back, a large chunk of cement flying at the two of them. Peter jumped up and over it, pulling off a very impressive flip while airborn. He attached two web strings to it, letting out a grunt as he threw it back at the creature, smashing it into the equipment room.

"Go, run!" Peter snapped again, one of the red tendrils wrapping itself around his stomach. He was yanked into the equipment room, breaking through a rack of weights before hitting the wall. He had no chance to steady himself as the creature jumped at him, screeching once again. It landed on Peter's stomach with a crunch, slashing at his chest with its claws. Peter bent backwards, the creature's claws missing him by less than an inch, scrapping off some of his suits fabric. "Aw, man! I can never have nice things!"

The creature howled, grabbing Peter by the head this time and threw him up into the ceiling, taking hold of his foot and bringing him back down again. Peter caught himself, spinning on his hands and delivering a hard kick to the creature's throat. It coughed and took a step back, Peter quickly following up with a three punch combo to the head.

"You know, of the two symbiotes I've fought, you're proving to be alot easier to deal with!" The creature screeched, its skin beginning to ripple before a long blade covered its right arm. "Just what I need. A villain who can shape shift! Sandman's bad enough!" Peter shot his webbing into the creature's face, but a long red tongue quickly wrapped around it, ripping the sticky substance from its face.

Peter jumped backwards as the creature took a slash, the tip of its blade cutting a large trench into the wall. It followed up with a seemingly endless barrage of slashes, the wall-crawler jumping left and right to avoid them. After a slash to the legs, Peter flipped sideways and kicked the symbiote back out the hole it had made, sending it skidding into the center of the football field.

"Not that this isn't fun, getting the chance to do the beating for a change, but who exactly are you anyway?" Peter asked, jumping out of the hole and onto the football posts. The creature looked up at him, cocking its head to the right before speaking in a high pitched, demonic squeal of a voice.

"CARNAGE!" And it threw itself at him, driving into Pete with a full body tackle. They hit the ground hard, the breath quickly leaving Peter's lungs. Peter coughed, eyes snapping open as a hard fist drove itself into his stomach. Carnage kept on punching and punching him, each one forcing Peter further and further into the ground. After a hard punch to the jaw it raised its arm, transforming it into a blade yet again. Peter looked up at Carnage, only able to see about half of him due to one eye being swollen shut, each breath painful. At least six broken ribs.

That was when a piece of wood shattered over Carnage's head, a voice screaming, "Leave him alone!" Carnage's head twisted around a full hundred and eighty degrees to see its attacker and sure enough, it was Gwen Stacy. Gwen shuddered at the sight, backing up nervously. Carnage stepped off of Peter, its body twisting back around with a pop to meet its head. The symbiote began to slowly make its way over to Gwen, tendrils sliding around erratically on its skin.

Gwen turned to run, but two of Carnage's tendrils wrapped around her ankles, lifting her up off of the ground. She was carried through the air, hanging in front of Carnage, eyes wide. Carnage let out another loud screech, spittle coating Gwen's glasses and face.

"Don't touch her!" Peter snapped, charging forward, only to be stopped by another set of Carnage's tendrils. Peter was thrown high into the air, being caught again and thrown down into the nearby bleachers. He broke through the metal seats, pieces of his suit tearing off, including his mask. Blood dripped from just over his right eye, but he didn't care.

With all his strength, Peter threw himself from the bleachers, ignoring the shocked look on Gwen's face when she saw him. He had known that would be her reaction, that she would be angry, surprised. After all, he kept one of the biggest secrets in the world from her. That didn't matter now though. All that mattered was keeping her safe from Carnage.

Peter jumped at Carnage, ready to throw a hard punch when it happened. Carnage completely ignored him, thrusting its bladed arm forward. Gwen's eyes widened as the blade passed through her back and out of her chest, blood glistening along its sharp edge. She let out a startled cry, a small scarlet trickle slipping out of the corner of her mouth. She gave a sharp twitch before going completely limp, blonde hair covering her eyes.

Peter's heart shattered in his chest as Carnage dropped Gwen to the ground, skidding to a halt on his knees, staring at her. The girl he loved. The girl he had always loved.. And now she was gone. Peter knew not to check for a pulse. He knew not to listen for a heart beat.

His cry of anguish was drowned out by Carnage's screech, turning back towards Peter, rain starting to pour from the clouds overhead. Peter reached out to Gwen, closing her eyelids slowly, rising to his knees. Mourning had to wait. He held the tattered remains of his mask in his hand, dropping it to the floor. He ditched the rest of his suit, giving Carnage the wait a second motion. Carnage, obviously confused, backed off for a second. Peter vanished before coming back in his regular clothes, the only part of his spider-man outfit still on him being the web shooters.

"I'm going to end this as Peter Parker.. So I can say I killed you for killing the girl I loved."


End file.
